VusionGroup : 2023 Universal Registration Document 2023

Universal

Registration

Document 2023

1. Introduction and presentation ofcthe Group's activities	3
About VusionGroup	4
Key figures()	5
Significant improvement in profitability in 2023	6
Message from the Chairman & CEO	7
Presentation of the Group	9
2. Risk factors andcuncertainties	35
2.1	Risk factors and associated risk management measures	36
2.2	Insurance program and internal control	49
3. Corporate Governance	55
3.1	Management bodies	56
3.2	The Board of Directors	60
3.3	Remuneration and benefits of the corporate officers	86
3.4	Information likely to have an impact in the event of a public offering	101
4. ESG Report	105
4.1	A Word from the Chairman	106
4.2	Market and challenges	110
4.3	Climate strategy: decarbonizing our solutions	132
4.4	Our climate strategy: decarbonization with our customers	150
4.5	Social and societal ambitions	162
4.6	Principal Adverse Impacts & standard GRI tables	178
4.7	Scope and methodology	185
4.8	Report from the independent third party	189
5. Management report oncfinancial results	193
5.1	Analysis of 2023 results	194
5.2	Analysis of results for the fiscal year ended December 31, 2023	200
5.3	Subsequent events	200
5.4	Recent developments and outlook	200
5.5	Report on the parent financial statements	201
6. Financial Statements	205
6.1	Group consolidated financial statements for the year ended December 31, 2023	207
6.2	Parent company financial statements for the year ended December 31, 2023	231
6.3	Statutory Auditors' reports	249
7. ThecCompany, itsccapitalcandcshareholders	259
7.1	Shareholders	260
7.2	Employee profit sharing	263
7.3	Stock market data	263
7.4	Relationship with the financial community	264
7.5	Dividends	264
7.6	Share buyback program - number of shares and share of the capital held by the	264
	Company at December 31, 2023
7.7	Special report on stock options and special report on performance shares granted	267
7.8	Change in the amount of share capital over the last five years	271
7.9	Legal information	272
7.10	Documents available to the public	274
8. General Meeting	277
8.1	Agenda of the Combined General Meeting of June 19, 2024	278
8.2	Report of the Board of Directors to the Combined General Meeting of June 19, 2024	293
8.3	Table of delegations of authority already granted to the Board of Directors	303
8.4	General Meetings and specific methods by which shareholders participate	305
8.5	Statutory Auditor's special report	306
9. Statement from thecpersoncresponsible forcthecreport	311
Cross-reference table for the Universal Registration Document	313
Glossary	320

Universal

Registration

Document

2023

The Universal Registration Document was filed on May 3, 2024, with the AMF, in its capacity as competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said regulation.

The Universal Registration Document may be used for the purposes of a public offering of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The resulting package is approved by the AMF in accordance with Regulation (EU) 2017/1129.

Copies of this Universal Registration Document are available free of charge from VusionGroup, 55, place Nelson Mandela, 92000 Nanterre, France, as well as on the VusionGroup (www.vusion.com) and AMF (www.amf-france.org) websites.

Universal Registration Document 2023

1

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Universal Registration Document 2023

1

Introduction and presentation

ofcthe Group's activities

About VusionGroup	4
Key figures	5
Significant improvement incprofitability inc2023	6
Message from the Chairman & CEO	7
Presentation of thecGroup	9
Global ambition	9
Shareholding	12
Stock market information	13
Vision & Mission	14
Legislative and regulatory environment	22
Strategy	24

Universal Registration Document 2023

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About

VusionGroup

Global leader*

in digitalization solutions for commerce

At VusionGroup, we invent IoT and digital technologies that create a positive impact on society by enabling sustainable and human-centered commerce.

VusionGroup is the global leader in digital solutions for physical retail.

The Group counts among its clients over 350 food and specialty retailers across Europe, Asia, and North America.

• Based on the Group's revenue as of December 31, 2023 and the revenue published by the main players in the ESL market over the same period.

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Universal Registration Document 2023

Introduction and presentation ofcthe Group's activities

Key figures

Key figures(1)

Founded in	18
1992	subsidiaries and sales
offices worldwide

850 40,000

employeesstores

400 million	350 customers
smart labels	in more than 60 countries

€802 million

in revenue

1. Figures at the end of December 2023

Universal Registration Document 2023

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Introduction and presentation ofcthe Group's activities

Significant improvement in profitability in 2023

Significant improvement incprofitability inc2023

FY 2023 revenue of €802 million for annual growth of +29% versus 2022

EBITDA of €102 million, +75% versus year-ago; EBITDA margin of 12.8%, (+3.4 points compared to 2022) Net income of €79.6 million, +328% versus previous year

Sharp improvement in net cash (+€67.7 million)

A dividend of €0.30 per VusionGroup share to be proposed at the next AGM

2024 full-year revenue target of €1 billion and ongoing profitability improvement

Group revenue since 2012 (€m)c

(€m)	2023	2022	2021
Europe & MEA	642	487	317
Rest of the world	160	134	106
Total revenue	802	621	423

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Universal Registration Document 2023

Introduction and presentation ofcthe Group's activities

Message from the Chairman & CEO

Message from the Chairman & CEO

Thierry GADOU

Chairman & CEO

VusionGroup

2023 was the first year of our 5-year Vusion'27 strategic plan and will remain in the history of VusionGroup as a year of decisive achievements in terms of expansion to the United States, innovation with the launch of EdgeSense and VusionOX, and profitable growth, despite the challenging economic environment faced by the retail and consumer industries.

Profitable growth. With an overall growth of nearly 30%, revenue reached our target of over €800 million. Order intake increased by +39% to €950 million (which does not take into account future recurring VAS revenue).

2023 was also a pivotal year in terms of profitability, with a sharp increase in operating margin and total net profit (loss), and positive net cash flow, despite the need for financing due to the strong growth and strategic investments made in R&D and external growth (Memory, Belive).

The year also marks a turning point as we will propose a €0.30 per share dividend at the next Annual General Meeting. We are very pleased to be able to begin this practice and hope to maintain it into the future.

Global expansion. Global leader in its sector, VusionGroup currently generates around 90% of its revenue outside France. Europe accounted for 80% of activity (up by 32%) and the rest of the world 20% (up by 22%), mainly in North America where VusionGroup achieved a significant breakthrough in 2023 with the signing of the Walmart contract as well as several other significant contracts.

State-of-the-art innovation. 2023 was the year that saw the launch of EdgeSense, a system that is set to revolutionize ESLs and the digitalization of shelves. The Group also launched VusionOX, the new secured IoT Cloud operating system based on the Bluetooth protocol. These major innovations, developed over several years, were critical to signing the Walmart contract. The powerful functionalities they provide retailers, consumers, and suppliers will profoundly change the market in the years to come.

VAS growth. One of the important axes of the Vusion'27 strategic plan lies in the expansion of our non-ESL solutions towards Cloud/SAAS, Data, Computer Vision, AI, and Retail Media solutions, to fully digitalize stores and enable our retailers and their suppliers to better take advantage of this digitization in terms of operational performance and customer experience. In this regard, 2023 was an important build-out year in this area, notably with the acquisition of Memory and Belive.

Universal Registration Document 2023

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Introduction and presentation ofcthe Group's activities

Message from the Chairman & CEO

The integration and collaboration of these new entities with Captana, Markethub, and Engage allows us to work on very innovative and high-value- added solutions for our customers that will be launched in 2024. In parallel, we have started recruiting teams internationally for the expansion of these solutions, notably in the USA. These innovative solutions take time to take off because they require our clients to make significant changes in organization and operational processes to generate the significant potential benefits they hold. But our customers are now convinced that digitalization, automation, computer vision, and AI will bring a major revolution to retail, and we are now at the forefront of this revolution on all fronts. At the same time, our Cloud-installed base grew rapidly in 2023 to reach more than 17,000 stores and 82 million ESLs. And this momentum is expected to continue its accelerated course.

2023 was also a year of notable progress on our ESG agenda. We continued to reduce our carbon intensity and formalized the objectives of our carbon emissions reduction trajectory by 2030 in the international methodological reference framework SBTi.

Our R&D strategy continues to focus on the objectives of our Roadmap for Positive Commerce, with solutions that help our customers to develop local and low-carbone-commerce, reduce food waste, encourage responsible consumption, and contribute to more value-added local jobs. The true strength of our Group resides in our almost 850 employees who represent 40 nationalities and convinced, as we are, that motivation is the engine of performance, we have continued to foster an exciting, motivating, and fulfilling work environment.

We have taken our commitment to employee shareholding even further by extending our performance share plan to all categories of employees. And we are continuing to work towards our goal of gender parity, which is both an imperative for equity and a driver of performance. The progress of these various policies is detailed in our ESG report.

Lastly, in 2023, our Board of Directors continued to adapt the Group's governance to the strong international growth of recent years and to recent changes in the capital structure, in particular in the direction of a continuous improvement in compliance with the AFEP-MEDEF Code: for this reason, our Board will have more independent members in the future. In addition, the Board of Directors appointed Peter Brabeck-Letmathe as Vice-Chairman of the Board and Lead Independent Director of VusionGroup, as well as Chairman of the Board's new Strategy and ESG Committee. I would like to sincerely thank Peter Brabeck-Letmathe for agreeing to become even more involved in the work of our Board and thus sharing his immense experience and unique knowledge of the business world in general, and in particular the world of mass consumption, with VusionGroup.

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Universal Registration Document 2023